Form 8-K ATMEL CORP For: Aug 24

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

August 24, 2015

 

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

1600 Technology Drive

San Jose, CA 95110

(Address of principal executive offices, including zip code)

 

(408) 441-0311

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Company announced today that Steven Laub, the Company’s Chief Executive Officer, agreed to a Board of Directors’ request to extend his retirement date to facilitate the completion of an ongoing strategic evaluation process. A copy of the press release announcing Mr. Laub’s extension is attached hereto as Exhibit 99.1.

 

The terms of the employment extension with Mr. Laub are set forth in a letter agreement, dated August 24, 2015 (the “Letter Agreement”), a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

The Company does not intend to make further public announcements regarding the status of the evaluation process until it is completed, and there can be no assurance as to its outcome or timing.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Letter Agreement, dated August 24, 2015.
99.1		Press release, dated August 24, 2015, entitled “Atmel CEO Extends Retirement Date to Facilitate Completion of Strategic Evaluation Process.”

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

		Atmel Corporation
August 24, 2015	By:	/s/ Steve Skaggs
		Steve Skaggs
		Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

 

4

Exhibit 10.1

 

 

August 24, 2015

 

Steve Laub

c/o Atmel Corporation

1600 Technology Drive

San Jose, California 95110

 

Dear Steve:

 

This letter sets forth the terms upon which the Board of Directors has requested, and you have agreed, to extend your retirement date; it being agreed that your employment will continue on an at-will basis for an indefinite period requiring (a) at least ninety (90) days’ prior written notice for termination by either you or Atmel Corporation (the “Company”) at any time prior to a Change of Control (as defined in Section 4 below); or (b) no prior written notice for termination by either you or the Company from and after a Change of Control.

 

From and after September 1, 2015, and during your continuing employment, the following terms shall apply:

 

1.              You shall continue to serve as Chief Executive Officer and President of the Company and as a Director of the Company, consistent with your authorities, responsibilities and duties, and with your base salary, target bonus opportunity and vacation accrual rate, as in effect on August 31, 2015.

2.              For 2015, in lieu of the normal payment under the Company’s 2015 Executive Incentive Plan, you shall receive a pro-rated annual incentive bonus, assuming 50% of target achievement (with pro-ration based on the actual number of days during which you were employed by the Company in 2015 over 365), payable to you on the earlier of (x) your last day of employment or (y) the date on which the Company makes 2015 incentive payments to other executives under the Company’s 2015 Executive Incentive Plan; and for 2016, and in lieu of participation in the Company’s or any successor’s 2016 executive cash incentive plan, if you are still employed by the Company for any portion of 2016, you shall receive a pro-rated annual incentive bonus for 2016, assuming 100% of target achievement (with pro-ration based on the actual number of days during which you were employed by the Company in 2016 over 365), payable to you on the earlier of your last day of employment by the Company or March 15, 2017.  Such bonuses will not be affected by percentage of target performance actually achieved for the relevant year.

3.              You shall continue to vest all outstanding equity grants (including restricted stock units and performance-based stock units) during your ongoing employment, consistent with your current stock plan award agreements (without regard, and without giving effect, to any provisions thereunder providing for accelerated vesting of equity awards with respect to any termination of employment whether in connection with a Change of Control or not).

4.              If a Change of Control (as defined in your current employment agreement) occurs, and is consummated during your employment or at any time within nine months of the end of your employment, any outstanding equity (including restricted stock units and performance-based stock units) that is, or was, scheduled to vest on or prior to the one year anniversary of the termination of your employment shall immediately vest.  Your outstanding equity awards will not immediately

 

		Atmel Corporation	T: 1.408.441.0311
		1600 Technology Drive	F: 1.408.487.2600
		San Jose, CA 95110, USA	www.atmel.com

 

 

terminate with termination of your employment to the extent necessary to accommodate such post-employment Change of Control vesting rights.

5.              Specifically with respect to your grants of performance-based restricted stock units based on a Measurement Period of January 1, 2015 to December 31, 2015 (PU000716 and PU000751): (a) if your employment ends for any reason on or before the date on which the initial 1/3rd vesting of such performance-based restricted stock units occurs, then, at a minimum, you will be deemed to vest in at least that 1/3rd of such performance-based restricted stock units that are Credited to you consistent with the Company’s level of achievement in respect of the applicable performance criteria whenever that determination is made by the Company notwithstanding the termination of your employment; and (b) if a Change of Control (as defined for purposes of such performance-based restricted stock units) occurs on or before December 31, 2015, you will be treated as a “Covered Participant” for purposes of the Administrator’s determination of Performance Metrics reasonably likely to have been satisfied in determining the number of such restricted stock units to be Credited to you.

 

Other than the compensation, severance and benefits arrangements and payments described in items 1 through 5 (inclusive) of this letter agreement, you shall not be entitled to receive any other compensation, severance or other benefits, whether in connection with, or not in connection with, a termination of your employment or a Change of Control (as defined above), except as provided in the first sentence of paragraph 6 [“Termination of Employment”] of your current employment agreement.  From and after September 1, 2015, your current employment agreement shall be deemed fully expired and terminated and this letter shall be the sole agreement and set forth the exclusive terms governing your ongoing employment with the Company; provided, however, that paragraphs 1(b) [“Board Membership”], 4(a) [“Employee Benefits”], 5 [“Expenses”], 6 (first sentence only) [“Termination of Employment”], 7(d) [“Code Section 409(A)”], 9 [“Excise Tax”] and 26 [“Filing Assistance”] of your current employment agreement will be deemed incorporated herein by reference as if fully set forth herein.

 

If you are agreement with the terms of this letter agreement, please sign below.

 

 

Very truly yours,
ATMEL CORPORATION
/s/ David Sugishita
David Sugishita
Chairman of the Board of Directors
Agreed:
/s/ Steve Laub
Steve Laub

 

Exhibit 99.1

 

 

 

N E W S   R E L E A S E

 

 

Atmel CEO Extends Retirement Date to

Facilitate Completion of Strategic Evaluation Process

 

San Jose, Calif., Aug. 24, 2015 - Atmel® Corporation (Nasdaq: ATML), a global leader in microcontroller and touch solutions, today announced that Steven Laub, the Company’s Chief Executive Officer, agreed to a Board of Directors’ request to extend his retirement date to facilitate the completion of an ongoing strategic evaluation process. The Company does not intend to make further public announcements regarding the status of the evaluation process until it is completed, and there can be no assurance as to its outcome or timing.

 

About Atmel

Atmel is a worldwide leader in the design and manufacture of microcontrollers, capacitive touch solutions, advanced logic, mixed-signal, nonvolatile memory and radio frequency (RF) components. Leveraging one of the industry’s broadest intellectual property (IP) technology portfolios, Atmel is able to provide the electronics industry with intelligent and connected solutions focused on the industrial, automotive, consumer, communications, and computing markets.

 

Safe Harbor for Forward-Looking Statements

Statements in this release, including those regarding any strategic evaluation process and the results of that process, or Atmel’s business outlook, expectations and beliefs, among others, are forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Atmel as of the date of this release, which may change. These statements are not guarantees of actual results, which could differ materially from our current expectations.  Investors should review the risks detailed from time to time in Atmel’s SEC reports and filings, including our Form 10-K for the year ended December 31, 2014, filed on February 26, 2015. Atmel assumes no obligation and does not intend to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

©2015 Atmel Corporation. Atmel®, Atmel logo and combinations thereof, and others are registered trademarks or trademarks of Atmel Corporation or its subsidiaries. Other terms and product names may be trademarks of others.

 

Investor Contact:

Peter Schuman

Senior Director, Investor Relations

(408) 437-2026

 

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